Report on the work of independent directors in 2021 (Zhao Jiaxiang)
As an independent director of the third board of directors of Tellgen Corporation(300642) (hereinafter referred to as “the company”), I have strictly followed the company law, the securities law, the rules for independent directors of listed companies and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”) Relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation of companies listed on GEM”), as well as Tellgen Corporation(300642) articles of Association (hereinafter referred to as “articles of Association”) and Tellgen Corporation(300642) rules of procedure of the board of directors (hereinafter referred to as “rules of procedure of the board of directors”) The Tellgen Corporation(300642) independent director’s working system (hereinafter referred to as the “independent director’s working system”) and other relevant regulations and requirements of the company, earnestly exercised their powers, performed their duties in accordance with the law, actively attended the relevant meetings of the company in 2021, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, earnestly performed their duties and obligations, and gave full play to the role of independent directors, Effectively safeguard the legitimate rights and interests of the company and all shareholders. The report on my performance of duties as an independent director during my term of office in 2021 is as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the meetings of the board of directors and the general meeting of shareholders of the company were convened in accordance with legal procedures. Major business decisions and other major matters were carried out in accordance with relevant procedures, which were legal and effective.
1. Attendance at the board of directors
In 2021, the third session of the board of directors held 6 meetings in total. I personally attended all the meetings of the board of directors that should be attended. There was no case that I entrusted other independent directors to attend the meeting on behalf of me, nor was there any case that I was absent and did not entrust other independent directors to attend the meeting and exercise voting rights on behalf of me. Before the meeting, I carefully read the meeting materials, carefully reviewed the proposal materials and relevant introductions provided by the company, and whether each proposal complies with the provisions of laws, regulations and normative documents such as the company law, listing rules, standardized operation of GEM listed companies, articles of association, rules of procedure of the board of directors, and whether the content of the proposal is true, accurate and complete, Carefully consider whether there is any situation that damages the interests of minority shareholders, actively communicate with the management, obtain the information needed to make accurate decisions, make independent, objective and prudent judgments, and exercise their voting rights on this basis. During the meeting, I listened carefully to and considered each topic, actively participated in the discussion and put forward reasonable suggestions. In 2021, I reviewed all the proposals of the six meetings held by the third board of directors and voted for them, without negative vote or abstention. 2. Attendance at the general meeting of shareholders
In 2021, the company held two general meetings, and I attended the 2020 general meeting and the first extraordinary general meeting in 2021. During the meeting, we listened carefully to the questions and speeches of shareholders.
2、 Independent opinions
In accordance with the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and normative documents, as an independent director of the third board of directors of the company, I have carefully understood and verified the business activities of the company in 2021, and have not raised any objection to various proposals and other matters of the board of directors, On January 15, 2021, at the third meeting of the third session of the board of directors, I gave the following independent opinions and relevant special explanations on the relevant matters of the company: 1. I gave independent opinions on the matters related to the adjustment of the 2020 stock option and restricted stock incentive plan and the granting of stock option and restricted stock to incentive objects.
2. On February 18, 2021, at the fourth meeting of the third board of directors, I expressed independent opinions on the appointment of personnel in charge of finance of the company.
3. On April 22, 2021, at the fifth meeting of the third board of directors, before the meeting of the board of directors, I gave my prior approval opinions on the confirmation of the company’s daily related party transactions in 2020, the prediction of daily related party transactions in 2021, the company’s renewal of the appointment of the audit institution in 2021, and on the deposit and use of raised funds in 2020, the self-evaluation report on the company’s internal control in 2020 About the occupation of the company’s non operating funds and external guarantees, about the repurchase and cancellation of some restricted shares in the 2017 restricted stock incentive plan, about the achievement of the lifting of restrictions in the third lifting period of the 2017 restricted stock incentive plan, about the company’s profit distribution plan in 2020, about the confirmation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 2021 Independent opinions were expressed on the renewal of the company’s 2021 audit institution, the company’s 2021 directors / supervisors’ compensation plan, the company’s 2021 senior managers’ compensation plan, and the company’s use of some idle self owned funds for cash management.
4. On August 6, 2021, at the sixth meeting of the third board of directors, I gave an independent opinion on the company’s participation in investment in industrial investment funds.
5. On August 20, 2021, in view of the relevant matters of the company’s 2021 semi annual report, I provided information on the company’s external guarantee, the occupation of the company’s funds by controlling shareholders and other related parties, the related party transactions in 2021 semi annual, the company’s 2021 semi annual profit distribution and capital reserve conversion plan, and the adjustment of 2020 stock option and restricted stock incentive plan He expressed independent opinions on participating in investment in industrial investment funds.
6. On October 26, 2021, at the 8th meeting of the third board of directors, I expressed independent opinions on the share repurchase scheme of the company, the adjustment of the 2020 stock option and restricted stock incentive plan, the cancellation of some stock options and the repurchase and cancellation of some restricted stocks.
The above independent opinions have been disclosed on the information disclosure website designated by the CSRC.
I believe that the above major issues considered by the company in 2021 comply with the provisions of the company law, the securities law, the listing rules, the standardized operation of companies listed on GEM and other relevant laws, regulations, normative documents, the articles of association and the rules of procedure of the board of directors, reflect the principles of openness, fairness and impartiality, and the company’s procedures for considering and voting on the above major issues are legal and effective, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3、 Work of committees of the board of directors
In accordance with the provisions of the articles of association, the rules of procedure of the board of directors and other relevant normative legal documents, and in combination with the specific conditions of the members of the board of directors of the company, in order to actively promote the work of the board of directors and strengthen its professional functions, the board of directors of the company has established a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee.
As the chairman of the audit committee, the chairman of the remuneration and assessment committee and the member of the nomination committee of the third board of directors of the company, I actively perform my duties, actively organize and participate in the meetings of the special committee, and carefully consider the relevant proposals of the meeting.
As the chairman of the audit committee of the board of directors, he personally convened and presided over the meeting of the audit committee. Reviewed the company’s internal audit, internal control, periodic reports and other matters, carefully reviewed relevant materials during the preparation of the company’s periodic reports in accordance with relevant laws and regulations, actively promoted the progress of the company’s audit work in 2021, strengthened communication with certified public accountants before and after the entry of audit institutions, and urged them to carry out audit work as planned. Carefully review the audit opinions issued by the audit institutions to maintain the independence of the audit. As the chairman of the remuneration and appraisal committee of the board of directors, he inspected the performance of directors, supervisors and senior managers of the company, personally convened and presided over the meeting of the remuneration and appraisal committee to review the performance of directors, supervisors and senior managers
The salary proposal of first-class managers puts forward opinions and suggestions on improving the incentive effect of salary policy, and promotes the public
Implementation of the company’s equity incentive plan.
As a member of the nomination committee of the board of directors, he performed his duties diligently and actively participated in the meetings of the special committee
Discuss and carefully consider the relevant proposals of the meeting. Carefully review the nominees in the process of appointing senior managers
Whether the staff and appointment procedures comply with the company law, the articles of association and other relevant provisions; Review the of the above personnel
Whether the educational background and work experience are competent for the responsibilities of the corresponding positions of the company.
In 2021, I organized and presided over 4 meetings of the audit committee of the board of directors and 4 meetings of the remuneration and
Assessment committee meeting and participated in two nomination committee meetings. The details are as follows:
No. name of special committee meeting date of meeting content of meeting
In January 2021, the third board of directors reviewed and approved two proposals, namely, the proposal on the summary of the company’s internal audit work in 2020 and the annual internal audit work plan of the Planning Committee on January 22, 2021, and the proposal on matters related to the audit plan of the company’s 2020 annual report meeting.
The proposal on the company’s 2020 annual report and summary, the proposal on the company’s 2020 report on the storage and use of raised funds, and the proposal on the company’s 2020 self-evaluation report on internal control were reviewed and passed The proposal on the company’s 2020 annual audit report, the proposal on the company’s 2020 annual financial statement report to the third board of directors for review in April 2021, the proposal on the 12th of the second month of the Planning Committee on the occupation of funds by the company’s controlling shareholders and their related parties, the proposal on the company’s 2020 profit distribution plan The proposal on the confirmation of the company’s daily connected transactions in 2020 and the accounting of the pre audit committee of the company’s daily connected transactions in 2021, the proposal on the renewal of the company’s audit institution in 2021, the proposal on the company’s use of some idle self owned funds for cash management The proposal on the company’s report for the first quarter of 2021 and the proposal on the company’s internal audit report for the first quarter of 2021 have a total of 12 proposals.
The third board of directors reviewed and approved the proposal on the company’s 2021 semi annual report and summary, the proposal on the company’s 2021 semi annual audit report for the third time in August 2021, and the proposal on the plan for annual profit distribution and capital reserve conversion to share capital on September 9, 2021 The proposal on the company’s internal audit work report for the second quarter of 2021 includes 4 proposals.
In October 2021, the third board of directors deliberated and passed the proposal on the company’s report for the third quarter of 2021, the proposal on the repurchase of the company’s shares by means of centralized bidding transaction on the 15th of the fourth month of the relevant 4 Planning Committee, and the proposal on the company’s
There are 3 proposals in total in the proposal on the internal audit work report for the third quarter of 2021.
In January 2021, the third board of directors deliberated and passed two proposals, namely, the proposal on adjusting the 2020 stock option and restricted stock incentive 5 remuneration and the plan of the assessment committee on May 5, and the proposal on granting stock options to incentive objects and restricted stock for the second meeting.
Remuneration and assessment reviewed and passed the proposal on the remuneration of directors and supervisors of the company in 2021, the proposal on the remuneration of senior managers of the company in 2021 and the proposal on repurchase 6
